Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2018

Atomera Incorporated

(Exact name of registrant as specified in its charter)

Delaware

001-37850

30-0509586

(State or Other Jurisdiction

(Commission File

(I.R.S. Employer

of Incorporation)

Number)

Identification Number)

750 University Avenue,
Suite 280 Los Gatos, California 95032

(Address of principal executive
offices) (zip code)

(408) 442-5248

(Registrant’s telephone
number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):

□

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 2.02 Results of Operations
and Financial Condition

On August 8, 2018, Atomera
Incorporated issued a press release announcing its financial results for the three and six months ended June 30, 2018. The
Company also intends to conduct an earnings call over which it will distribute an investor presentation. The text of the
press release is attached hereto as Exhibit 99.1 and the investor presentation is attached hereto as Exhibit 99.2, both are
incorporated by reference herein.

The information in this
Current Report, including the exhibits attached hereto, is furnished pursuant to Item 2.02 and shall not be deemed “filed”
for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall
not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”),
or the Exchange Act regardless of any general incorporation language in such filing.

“Atomera has deepened and extended its relationships with
significant semiconductor fabs in the second quarter toward an end goal of licensing and royalty agreements,” commented Scott
Bibaud, President and CEO. “We continue to demonstrate the efficacy of MST and further engage in planning and integration
with our prospective customers.”

Second Quarter 2018 Financial Results

During the second quarter of 2018, the Company incurred a net
loss of $3.2 million, or ($0.26) per
basic and diluted share, compared to a net loss of $3.6 million, or ($0.31) per basic and
diluted share, for the second quarter of 2017. Adjusted EBITDA (a non-GAAP financial measure) in the second quarter of 2018 was
a loss of $2.6 million compared to an adjusted EBITDA loss of $2.2 million in the second quarter of 2017.

The Company had $12.3 million in cash and cash equivalents as
of June 30, 2018, compared to $14.5 million as of March 31, 2018 and $17.4 million as of December 31, 2017.

The total number of shares outstanding was 12,408,525 as of
June 30, 2018.

2018 Second Quarter Results Conference Call and Webcast

Atomera will host a conference call today to discuss its financial
results and recent progress.

In addition to the unaudited results presented in accordance
with generally accepted accounting principles, or GAAP, in this press release, Atomera presents adjusted EBITDA, which is a nonGAAP
financial measure. Adjusted EBITDA is determined by taking net loss and eliminating the impacts of interest, taxes, depreciation,
amortization, stockbased compensation, the change in fair value of derivative liabilities, and the gain on the extinguishment of
debt. Our definition of adjusted EBITDA may not be comparable to the definitions of similarlytitled measures used by other companies.
We believe that this nonGAAP financial measure, viewed in addition to and not in lieu of its reported GAAP results, provides useful
information to investors by providing a more focused measure of operating results. This metric is used as part of the Company's
internal reporting to evaluate its operations and the performance of senior management. A table reconciling this measure to the
comparable GAAP measure is available in the accompanying financial tables below.

About Atomera Incorporated

Atomera Incorporated has developed Mears Silicon Technology™
("MST®"), which increases performance and power efficiency in semiconductor transistors. MST can be implemented
using equipment already deployed in semiconductor manufacturing facilities and is complementary to other nanoscaling technologies
already in the semiconductor industry roadmap.

Safe Harbor

This press release contains forwardlooking statements concerning
Atomera Incorporated, including statements regarding the prospects for the semiconductor industry generally and the ability of
our MST technology to significantly improve semiconductor performance. Those forwardlooking statements involve known and unknown
risks, uncertainties and other factors that could cause actual results to differ materially. Among those factors are: (1) the fact
that we have not yet commenced principal revenue producing operations or entered into a definitive agreement with regard to the
licensing or commercialization of our MST technology, thus subjecting us to all of the risks inherent in a prerevenue enterprise;
(2) risks related to our ability to raise sufficient capital, as and when needed, to pursue the further development, licensing
and commercialization of our MST technology; (3) our ability to protect our proprietary technology, trade secrets and knowhow
and (4) those other risks disclosed in the section "Risk Factors" included in our Annual Report on Form 10-K for the
year ended December 31, 2017 and filed with the SEC on March 6, 2018. We caution readers not to place undue reliance on any forwardlooking
statements. We do not undertake, and specifically disclaim any obligation, to update or revise such statements to reflect new circumstances
or unanticipated events as they occur.

Weighted average number of common shares outstanding, basic and diluted

12,078

11,616

12,060

11,594

4

Atomera Provides Second Quarter 2018 Results

Atomera Incorporated

Reconciliation to Non- GAAP EBITDA

(Unaudited)

Three Months ended

June 30,

Six Months ended

June 30,

2018

2017

2018

2017

Net loss (GAAP)

$

(3,171

)

$

(3,630

)

$

(6,263

)

$

(7,174

)

Add (subtract) the following items:

Interest income

(50

)

(36

)

(97

)

(64

)

Depreciation and amortization

8

4

16

9

Stock-based compensation

621

1,428

1,166

2,638

Adjusted EBITDA (non-GAAP)

$

(2,592

)

$

(2,239

)

$

(5,178

)

$

(4,591

)

# # #

Investor Contact:

Bishop IR

Mike Bishop

(415) 894-9633

investor@atomera.com

5

Exhibit 99.2

2Q 2018 Conference Call

Forward - Looking Statements This presentation contains forward - looking statements concerning Atomera Incorporated (“Atomera,” the “Company,” “we,” “us,” and “our”). The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “woul d,” “project,” “plan,” “expect” and similar expressions that convey uncertainty of future events or outcomes are intended to iden tif y forward - looking statements. These forward - looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the “Risk Factors” section of our Annual Report on Form 10 - K for the year ended December 31, 2017 filed with the SEC on March 6, 2018 (the “2017 Annual Report”). In light of these risks, uncertainties and assumptions, the f orw ard - looking events and circumstances discussed in this presentation may not occur and actual results could differ materially and adversely from those anticipated or implied in our forward - looking statements. You should not rely upon
forward - looking statements as predictions of future events. Although we believe that the expectations reflected in our forward - looking statement s are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances desc rib ed in the forward - looking statements will be achieved or occur. This presentation contains only basic information concerning Atomera . The Company’s filings with the Securities Exchange Commission, including the 2017 Annual Report, include more information about factors that could affect the Company’s operatin g and financial results. We assume no obligation to update information contained in this presentation. Although this presentati on may remain available on the Company's website or elsewhere, its continued availability does not indicate that we are reaffirm ing or confirming any of the information contained herein. 2

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